EXHIBIT
      10.1

    


    ASSET
      PURCHASE AGREEMENT

     

    This
      Asset Purchase Agreement is entered into as of August 14, 2008 (the “Agreement
      Date”) by and between Zeezoo Software Corp., a Nevada corporation (the
“Purchaser”) and Enhance Skin Products Inc., a Province of Ontario, Canada
      corporation (the “Seller). 

     

    WHEREAS,
      the Purchaser desires to purchase and acquire from the Seller and the Seller
      desires to sell and assign to the Purchaser all of the Seller’s rights, title
      and interest in certain assets and certain listed liabilities that belong to
      the
      Seller specifically set forth in Schedule A attached hereto (the “Assets
      and Liabilities”);
      and

     

    WHEREAS,
      the parties desire to enter into this Agreement to set forth their mutual
      agreements concerning the above matter;

     

    NOW,
      THEREFORE, in consideration of the mutual promises of the parties hereto, and
      of
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, it is mutually agreed by and between the parties hereto as
      follows:

     

    ARTICLE
      1


     

    SALE
      AND TRANSFER OF ASSETS AND LIABILITIES; CLOSING

     

    1.1. Sale
      of Assets and Liabilities.
      Subject
      to the terms and conditions of this Agreement and in reliance upon the
      representations, warranties, covenants and agreements contained herein, at
      the
      closing of the transactions contemplated hereby, the Seller will sell, convey,
      assign and transfer the Assets and Liabilities to the Purchaser, and the
      Purchaser will purchase and acquire the Assets and Liabilities from the
      Seller.

     

    1.2. Consideration.  In
      consideration of the sale, transfer and assignment to the Purchaser of the
      Assets and Liabilities, the Purchaser shall, at Closing, issue in the name
      of
      the Seller or in such other name as the Seller may otherwise direct, an
      aggregate of 27,500,000 shares of common stock of the Purchaser (the
“Shares”)
      equal
      to approximately 57.6% of the shares of common stock of the Purchaser on a
      fully
      diluted basis (hereinafter referred to as the “Purchase
      Price”)
      as of
      the Closing Date and the transaction set forth in this Agreement.

     

    1.3. The
      Closing.
      The
      transfer and delivery of the documents transferring the Assets and Liabilities
      to the Purchaser and the Shares to the Seller and the exchange and delivery
      by
      the parties of the other documents and instruments contemplated by this
      Agreement, (the “Closing”)
      will
      take place on the date hereof, subject to the satisfaction or waiver (by the
      party receiving the benefit thereof) of the conditions precedent set forth
      in
      Section 5 of this Agreement (the “Closing
      Date”)
      at the
      offices of Ellenoff Grossman & Schole LLP, 150 East 42nd Street, New York,
      New York 10017, or at such other place upon which the parties shall
      agree.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4. Deliveries.
      At the
      Closing on the Closing Date:

     

    
      	 	
              (a)

            	
              The
                Purchaser shall deliver or cause to be delivered to the Seller a
                certificate issued in the name of the Seller, or in such other name
                as the
                Seller may otherwise direct, evidencing the
                Shares.

            


    

     

    
      	 	
              (b)

            	
              The
                Seller shall deliver to the Purchaser executed and duly acknowledged
                assignments in the forms set forth in Exhibit A hereto conveying
                all
                right, title and interest of the Seller to the Assets and Liabilities
                to
                the Purchaser or as otherwise modified in a manner to comply with
                Nevada
                law.

            


    

     

    
      	 	
              (c)

            	
              The
                Seller and the Purchaser shall each execute and deliver such other
                instruments and take such other action as may be necessary to carry
                out
                its obligations under this Agreement; including, without limitation,
                working together to cause the title to any assets to be transferred
                into
                the name of the Purchaser in the applicable governmental
                records.

            


    

     

    1.5. Expenses
      of Seller.
      Any
      liability or obligation of the Seller arising or incurred in connection with
      the
      negotiation, preparation and execution of this Agreement and the transactions
      contemplated hereby and any fees and expenses of counsel, accountants and other
      experts employed by Seller shall be paid by the Purchaser following the
      Closing.

     

    ARTICLE
      2


     

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER 

     

    To
      induce
      the Purchaser to execute, deliver and perform this Agreement, and in
      acknowledgement of the Purchaser’s reliance on the following representations and
      warranties (in addition to the representations and warranties in Section 1.1),
      the Seller represents and warrants to the Purchaser as follows as of the date
      hereof and as of the Closing Date:

     

    2.1. Organization.
      The
      Seller is a corporation duly organized, validly existing and in good standing
      under the applicable laws of the Province of Ontario, Canada, with the power
      and
      authority to conduct its business as it is now being conducted and to own its
      assets. 

     

    2.2. Power
      and Authority.
      The
      Seller has the power and authority to execute, deliver, and perform this
      Agreement and the other agreements and instruments to be executed and delivered
      by it in connection with the transactions contemplated hereby, and the Seller
      will have taken all necessary action to authorize the execution and delivery
      of
      this Agreement and such other agreements and instruments and the consummation
      of
      the transactions contemplated hereby, including but not limited to the receipt
      of all necessary regulatory approvals. The execution, delivery and performance
      by the Seller of the Agreement have been duly authorized. This Agreement is,
      and
      the other agreements and instruments to be executed and delivered by the Seller
      in connection with the transactions contemplated hereby, when such other
      agreements and instruments are executed and delivered, shall be, the valid
      and
      legally binding obligations of the Seller enforceable against the Seller in
      accordance with their respective terms.

     

    2.3. Directors
      and Officers of Seller.
      The
      duly elected or appointed directors and the duly appointed officers of Seller
      are as set out in Schedule 2.3.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.4. Non-Contravention.
      Except
      as disclosed in Schedule 2.4, to the Seller’s knowledge, neither the execution,
      delivery and/or performance of this Agreement, nor the consummation of the
      transactions contemplated hereby, will:

     

    (a)  conflict
      with, result in a violation of, cause a default under (with or without notice,
      lapse  of
      time
      or both) or give rise to a right of termination, amendment, cancellation or
      acceleration of any obligation contained in or the loss of any material benefit
      under, or result in the creation of any lien, security interest, charge or
      encumbrance upon any of the material properties or assets of Seller under any
      term, condition or provision of any loan or credit agreement, note, debenture,
      bond, mortgage, indenture, lease or other agreement, instrument, permit,
      license, judgment, order, decree, statute, law, ordinance, rule or regulation
      applicable to Seller, or any of its material property or assets;

    


    (b)
       violate
      any provision of the articles or bylaws of Seller; or

     

    (c)
       violate
      any order, writ, injunction, decree, statute, rule, or regulation of any court
      or governmental or regulatory authority in the Province of Ontario, Canada
      that
      would result in a Material Adverse Effect (defined below).

     

    2.5. Actions
      and Proceedings.
      Except
      as disclosed in Schedule 2.5 hereto, to the knowledge of Seller, (i) there
      is no
      basis for and there is no action, suit, judgment, claim, demand or proceeding
      outstanding or pending, or threatened against or affecting Seller or which
      involves any of the business, or the properties or assets of Seller that, if
      adversely resolved or determined, would have a material adverse effect on the
      business, operations, assets, properties, or conditions of an entity such as
      Seller or Purchaser, as the case may be, taken as a whole (a “Material
      Adverse Effect”),
      and
      (ii) there is no reasonable basis for any claim or action that, based upon
      the
      likelihood of its being asserted and its success if asserted, would have such
      a
      Material Adverse Effect.

     

    2.6. Compliance. 

     

    (a)
       To
      the
      knowledge of Seller, Seller is in compliance with, is not in default or
      violation in any material respect under, and has not been charged with or
      received any notice at any time of any material violation of any statute, law,
      ordinance, regulation, rule, decree or other regulation in the Province of
      Ontario, Canada that would constitute a Material Adverse Effect;

     

    (b) To
      the
      knowledge of Seller, Seller is not subject to any judgment, order or decree
      entered in any lawsuit or proceeding applicable to its business and operations
      that would result in a Material Adverse Effect; and

    


    (c) To
      the
      knowledge of Seller,
      Seller
      has duly filed all reports and a return required to be filed by it with
      governmental authorities in the Province of Ontario, Canada and has obtained
      all
      governmental permits and other governmental consents, except as may be required
      after the execution of this Agreement. To the knowledge of Seller, all of such
      permits and consents are in full force and effect, and no proceedings for the
      suspension or cancellation of any of them, and no investigation relating to
      any
      of them, is pending or to the knowledge of Seller, threatened, and none of
      them
      will be adversely affected by the consummation of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.7. Filings,
      Consents and Approvals.
      Except
      as set forth in Schedule 2.7, to the knowledge of Seller, no filing or
      registration with, no notice to and no permit, authorization, consent, or
      approval of any public or governmental body or authority or other person or
      entity is necessary for the consummation by Seller of the transactions
      contemplated by this Agreement.

     

    2.8. Intellectual
      Property.

     

    (a) As
      of
      Closing Date, to the knowledge of Seller, except as set forth in Schedule
      2.8(a), it exclusively owns, or is authorized to use, legally enforceable
      intellectual property rights in and to all of Seller’s intellectual
      property.

     

    (i) Schedule
      2.8(a)(i) 
      hereto
      sets forth, among other things, all United States and foreign: (i) patents
      and patent applications, (ii) registered or applied for trademarks, trade
      names, brand names and corporate names, and service marks, (iii) Internet
      domain name registrations and applications and (iv) copyright registrations
      and applications owned or licensed by Seller in each case described in clauses
      (i) through (iv), that are material to the operations of the Business as
      presently conducted, specifying as to each item, as applicable: (A) the
      title of the item; (B) the jurisdictions in which the item is issued or
      registered or in which an application for issuance or registration has been
      filed; and (C) the issuance, registration or application numbers and
      dates.

     

    (ii) Schedule
      2.8(a)(ii) hereto further sets forth all material licenses, sublicenses and
      other agreements or permissions under which the Seller is a licensor or licensee
      or otherwise is authorized to use or practice any intellectual property. Seller
      has provided to Purchaser a true and complete copy of all such licenses,
      sublicenses and other agreements or permissions listed on Schedule A.


     

    (iii) Schedule
      2.8(a)(iii) hereto further sets forth and describes the status of any material
      agreements involving intellectual property currently in negotiation or proposed
      by the Seller.

     

    (b) Except
      as
      set forth on Schedule 2.8(b) hereto, the Seller owns, free and clear of all
      liens or has the right to use all intellectual property used in the business
      of
      Seller or that is necessary for the operation of the Seller’s
      business.

     

    (c) Except
      as
      set forth on Schedule 2.8(c) hereto, the Seller has not been, during the three
      years preceding the date of this Agreement, a party to any claim, nor, to the
      knowledge of the Seller, is any claim threatened in writing, that challenges
      the
      validity, enforceability, ownership or right to use, sell or license any
      intellectual property, except for claims that, individually or in the aggregate,
      could not reasonably be expected to have a Material Adverse Effect. To the
      knowledge of the Seller, no third party is infringing upon any intellectual
      property except for infringements that, individually or in the aggregate, could
      not reasonably be expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) The
      Seller has taken all commercially reasonable precautions to protect the secrecy,
      confidentiality, and value of its trade secrets and the proprietary nature
      and
      value of the technology included in the intellectual property, except for
      failures to take such precautions that, individually or in the aggregate, have
      not resulted and could not reasonably be expected to have a Material Adverse
      Effect. 

     

    (e) The
      Seller is not, and, as a result of the execution and delivery of this Agreement
      or its performance of its obligations hereunder, will not be, in violation
      of
      any agreement relating to any intellectual property used in the Seller’s
      business, except for violation that, individually or in the aggregate, could
      not
      reasonably be expected to result in a Material Adverse Effect. After the
      completion of the transactions contemplated by this Agreement, the Purchaser
      will own all right, title and interest in and to or have a license to use all
      intellectual property of Seller as of the Closing Date, except for failures
      to
      own or have available for use that, individually or in the aggregate, have
      not
      resulted and could not reasonably be expected to result in a Material Adverse
      Effect.

     

    2.9. Tax
      Matters. All
      Federal, provincial and other tax returns and reports of the Seller required
      by
      law to be filed have been duly filed, and all federal, provincial and other
      taxes, assessments, fees and other governmental charges upon the Seller with
      respect to its properties, assets, incomes, franchises or business which are
      due
      and payable have been paid or a reasonable reserve for such payment established
      on the Seller’s balance sheet.

     

    2.10. Investor
      Representations.
      The
      Seller acknowledges and agrees that the Shares representing the Purchase Price
      will be offered and sold to the Seller without such offers and sales being
      registered under the United States Securities Act of 1933, as amended (the
      “Securities
      Act”).
      As
      such, the Seller further acknowledges and agrees that all Shares will, upon
      issuance, be “restricted securities” within the meaning of the Securities
      Act.

     

    2.11. Share
      Certificates.
      The
      Seller acknowledges and agrees that legend in substantially the following form
      will be placed on any certificate(s) evidencing the Shares: 

     

    THE
      SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
'ACT'),
      OR UNDER ANY STATE SECURITIES LAWS. THE
      SHARES MAY NOT BE SOLD,
      TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION
      STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS WITH RESPECT TO SUCH DISPOSITION IS THEN IN EFFECT OR UNLESS
      THE PERSON PROPOSING TO MAKE THE DISPOSITION SHALL FURNISH,
WITH
      RESPECT TO SUCH DISPOSITION, AN OPINION OF COUNSEL (BOTH COUNSEL
AND
      OPINION TO BE SATISFACTORY TO THE CORPORATION) TO THE EFFECT THAT
SUCH
      SALE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION WILL NOT INVOLVE
ANY
      VIOLATION OF THE REGISTRATION PROVISIONS OF THE ACT (OR ANY
SUPERSEDING
      STATUTE) OR ANY APPLICABLE STATE SECURITIES LAWS.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.12. Issuance
      of Shares.
      The
      Seller represents and warrants to the Purchaser as follows, and acknowledges
      that the Purchaser is relying upon such covenants, representations and
      warranties in connection with the issuance of the Shares to the
      Seller:

     

    (a) the
      Seller has such knowledge, sophistication and experience in business and
      financial matters such that it is capable of evaluating the merits and risks
      of
      the investment in the Shares. The Seller has evaluated the merits and risks
      of
      an investment in the Shares. The Seller can bear the economic risk of this
      investment, and is able to afford a complete loss of this
      investment;

    


    (b) the
      Seller acknowledges that the Purchaser’s success is subject to a number of
      significant risks, including the risk that the Purchaser will not be able to
      finance its plan of operations. The Seller further acknowledges that (i) the
      Purchaser has limited cash and working capital, (ii) the Purchaser will have
      to
      raise additional capital in order to finance its plan of operations which
      capital may be raised by the issuance of additional shares of its common stock
      which will result in dilution to the Seller, and (iii) the Purchaser is working
      on the Financing (defined below) but there is no assurance that the Financing
      will be completed;

    


    (c) the
      Shares will be acquired by the Seller for investment for the Seller's own
      account, not as a nominee or agent, and not with a view to the resale or
      distribution of any part thereof, and, except for possible transfers of a
      portion of the Shares to officers, directors, agents, shareholders and up to
      five creditors of the Seller, that the Seller does not have any contract,
      undertaking, agreement or arrangement with any person to sell, transfer or
      grant
      participations to such person or to any third person, with respect to any of
      the
      Shares;

    


    (d) the
      Seller has been afforded access to information about the Purchaser and the
      Purchaser’s financial condition, results of operations, business, properties,
      management and prospects sufficient it to evaluate its investment in the Shares.
      The Seller further represents that it has had an opportunity to ask questions
      and receive answers from representatives of the Purchaser regarding the terms
      and conditions of the offerings completed by the Purchaser and the business,
      properties, prospects and financial condition of the Purchaser, each as is
      necessary to evaluate the merits and risks of investing in the Shares. The
      Seller believes it has received all the information it considers necessary
      or
      appropriate for deciding whether to purchase the Shares. The Seller has had
      full
      opportunity to discuss this information with the Seller’s legal and financial
      advisers prior to execution of this Agreement;

    


    (e) the
      Seller acknowledges that the Purchaser will rely on these representations in
      completing the issuance of the Shares to the Seller;

    


    (f) the
      Seller acknowledges that the offering of the Shares by the Purchaser has not
      been reviewed by the United States Securities and Exchange Commission or any
      state securities regulatory authority; and

    


    (g) this
      Agreement has been duly authorized, validly executed and delivered by the
      Seller.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      3

    


    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER 

    


    To
      induce
      the Seller to execute, deliver and perform this Agreement, and in
      acknowledgement of Seller’s reliance on the following representations and
      warranties, the Purchaser hereby represents and warrants to the Seller as
      follows as of the date hereof and as of the Closing Date:

    


    3.1. Organization.
      The
      Purchaser is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Nevada, with the power and authority
      to
      conduct its business as it is now being conducted and to own and lease its
      properties and assets.

     

    3.2. Share
      Capital.
      The
      Purchaser has authorized capital consisting of 100,000,000 shares of Common
      Stock, of which 68,160,000 shares of Common Stock are issued and outstanding
      prior to the completion of the transactions contemplated hereby. Upon the
      completion of the transactions contemplated by this Agreement, the Purchaser
      will have 47,750,000 shares of Common Stock issued and outstanding. There are
      no
      options, warrants, calls, rights, commitments or agreements of any character,
      written or oral, to which the Purchaser is a party or by which it is obligated
      to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered,
      sold, repurchased or redeemed, any shares of the capital stock of the Purchaser
      or obligating the Purchaser to grant, extend, accelerate the vesting of, change
      the price of, otherwise amend or enter into any such option, warrant, call,
      right, commitment or agreement. The Purchaser has no outstanding or authorized
      stock appreciation, phantom stock, profit participation, or other similar rights
      or plans. 

     

    3.3. Issuance
      of the Shares.
      The
      Shares are duly authorized and, when issued and paid for in accordance with
      this
      Agreement, will be duly and validly issued, fully paid and nonassessable, free
      and clear of all liens. 

     

    3.4. Listing.
      The
      Purchaser is a reporting company under the United States Securities and Exchange
      Act of 1934, as amended, and its shares of Common Stock are registered for
      sale
      and are quoted for trading on the OTC Bulletin Board under the symbol
      ZEEZ.

     

    3.5. SEC
      Reports; Financial Statements.
      The
      Purchaser has filed all reports required to be filed by it under the Securities
      Act and the Securities Exchange Act of 1934, as amended, including pursuant
      to
      Section 13(a) or 15(d) thereof, since inception (or such shorter period as
      the
      Purchaser was required by law to file such material) (the foregoing materials,
      including the exhibits thereto, being collectively referred to herein as the
      “SEC
      Reports”)
      on a
      timely basis or has received a valid extension of such time of filing and has
      filed any such SEC Reports prior to the expiration of any such extension. As
      of
      their respective dates, the SEC Reports complied in all material respects with
      the requirements of the Securities Act and the Exchange Act and the rules and
      regulations of the Commission promulgated thereunder, and none of the SEC
      Reports, when filed, contained any untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or necessary
      in
      order to make the statements therein, in light of the circumstances under which
      they were made, not misleading. The financial statements of the Purchaser
      included in the SEC Reports comply in all material respects with applicable
      accounting requirements and the rules and regulations of the Commission with
      respect thereto as in effect at the time of filing. Such financial statements
      have been prepared in accordance with United States generally accepted
      accounting principles applied on a consistent basis during the periods involved
      (“GAAP”),
      except as may be otherwise specified in such financial statements or the notes
      thereto and except that unaudited financial statements may not contain all
      footnotes required by GAAP, and fairly present in all material respects the
      financial position of the Purchaser and its consolidated subsidiaries as of
      and
      for the dates thereof and the results of operations and cash flows for the
      periods then ended, subject, in the case of unaudited statements, to normal,
      immaterial, year-end audit adjustments. Except (A) to the extent reflected
      in
      the balance sheet of the Purchaser included in the SEC Report last filed prior
      to the date hereof or (B) incurred in the ordinary course of business since
      the
      date of the balance sheet referred to in the preceding clause (A), Purchaser
      does not have any liabilities or obligations of any nature, whether known or
      unknown, absolute, accrued, contingent or otherwise and whether due or to become
      due, that is or would reasonably be expected to be, individually or in the
      aggregate, in excess of $10,000.00.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.6. Power
      and Authority.
      The
      Purchaser has the power and authority to execute, deliver, and perform this
      Agreement and the other agreements and instruments to be executed and delivered
      by it in connection with the transactions contemplated hereby, and the Purchaser
      will have taken all necessary action to authorize the execution and delivery
      of
      this Agreement and such other agreements and instruments and the consummation
      of
      the transactions contemplated hereby, including but not limited to the receipt
      of all necessary regulatory approvals. The execution, delivery and performance
      by the Purchaser of the Agreement have been duly authorized. This Agreement
      is,
      and the other agreements and instruments to be executed and delivered by the
      Purchaser in connection with the transactions contemplated hereby, when such
      other agreements and instruments are executed and delivered, shall be, the
      valid
      and legally binding obligations of the Purchaser enforceable against the
      Purchaser in accordance with their respective terms.

     

    3.7. No
      Conflict.
      Neither
      the execution and delivery by the Purchaser of this Agreement and of the other
      agreements and instruments to be executed and delivered by the Purchaser in
      connection with the transactions contemplated hereby or thereby, nor the
      consummation by the Purchaser of the transactions contemplated hereby, will
      or
      do violate or conflict with: (a) violate any provision of the certificate of
      incorporation or by-laws (or other governing instrument) of Purchaser, or (b)
      violate, be in conflict with, or constitute a default (or an event that, with
      notice or lapse of time or both, would constitute a default) under any
      agreement, instrument, document or commitment to which Purchaser is party or
      by
      which any of the Assets or any of its assets or properties are bound, or (c)
      violate any law, statute, regulation, rule or ordinance (collectively,
“Laws”),
      or
      any judgment, decree, order, injunction, or rule of any court or other
      governmental body (collectively an “Order”)
      applicable to Purchaser, any of the Assets or any of its assets or
      properties.

     

    3.8. Required
      Consents.
      Other
      than with respect to the Current Report on Form 8-K to be filed with the
      Securities and Exchange Commission after the Closing Date, no permit or
      approval, authorization, consent, permission, or waiver to or from any person,
      or notice, filing, or recording to or with, any person is necessary for the
      execution and delivery of this Agreement and the other agreements and
      instruments to be executed and delivered by the Purchaser in connection with
      the
      transactions contemplated hereby, or the consummation by the Purchaser of the
      transactions contemplated hereby.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.9. Actions
      and Proceedings.
      (i)
      There is no basis for and there is no action, suit, judgment, claim, demand
      or
      proceeding outstanding or pending, or threatened against or affecting Seller
      or
      which involves any of the business, or the properties or assets of Seller that,
      if adversely resolved or determined, would have a Material Adverse Effect,
      and
      (ii) there is no reasonable basis for any claim or action that, based upon
      the
      likelihood of its being asserted and its success if asserted, would have such
      a
      Material Adverse Effect.

     

    3.10. Tax
      Matters. All
      Federal, state and other tax returns and reports of the Purchaser required
      by
      law to be filed have been duly filed, and all federal, state and other taxes,
      assessments, fees and other governmental charges upon the Purchaser with respect
      to its properties, assets, incomes, franchises or business which are due and
      payable have been paid or a reasonable reserve for such payment established
      on
      the Purchaser’s balance sheet.

     

    3.11. Non-Contravention.
      Neither
      the execution, delivery and/or performance of this Agreement, nor the
      consummation of the transactions contemplated hereby, will:

     

    (a)  conflict
      with, result in a violation of, cause a default under (with or without notice,
      lapse  of
      time
      or both) or give rise to a right of termination, amendment, cancellation or
      acceleration of any obligation contained in or the loss of any material benefit
      under, or result in the creation of any lien, security interest, charge or
      encumbrance upon any of the material properties or assets of Purchaser under
      any
      term, condition or provision of any loan or credit agreement, note, debenture,
      bond, mortgage, indenture, lease or other agreement, instrument, permit,
      license, judgment, order, decree, statute, law, ordinance, rule or regulation
      applicable to Purchaser, or any of its material property or assets;

    


    (b)
       violate
      any provision of the articles or bylaws of Purchaser; or

     

    (c)
       violate
      any order, writ, injunction, decree, statute, rule, or regulation of any court
      or governmental or regulatory authority in Nevada that would result in a
      Material Adverse Effect (defined below).

     

    3.12. Compliance. 

     

    (a)
       Purchaser
      is in compliance with, is not in default or violation in any material respect
      under, and has not been charged with or received any notice at any time of
      any
      material violation of any statute, law, ordinance, regulation, rule, decree
      or
      other regulation in the Nevada that would constitute a Material Adverse
      Effect;

     

    (b) Purchaser
      is not subject to any judgment, order or decree entered in any lawsuit or
      proceeding applicable to its business and operations that would result in a
      Material Adverse Effect; and

    


    (c) Purchaser
      has duly filed all reports and a return required to be filed by it with
      governmental authorities in the United States and has obtained all governmental
      permits and other governmental consents, except as may be required after the
      execution of this Agreement. All of such permits and consents are in full force
      and effect, and no proceedings for the suspension or cancellation of any of
      them, and no investigation relating to any of them, is pending or threatened,
      and none of them will be adversely affected by the consummation of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.13 Certain
      Transactions.
      Purchaser is not a guarantor or indemnitor of any indebtedness of any third
      party, including any person, firm or corporation.

     

    ARTICLE
      4

     

    COVENANTS
      OF THE SELLER PRIOR TO CLOSING

     

    4.1. Required
      Approvals.
      As
      promptly as practicable after the date of this Agreement, the Seller shall
      make
      all filings required by foreign or local law to be made by them in order to
      consummate the transactions contemplated hereby. The Seller shall cooperate
      with
      the Purchaser with respect to all filings that the Purchaser elects to make
      or
      is required by law to make in connection with the transactions contemplated
      hereby.

     

    4.2. Prohibited
      Actions.
      Except
      as provided herein below, in no event, without the prior written consent of
      the
      Purchaser, shall the Seller:

     

    (a) permit
      any of the Assets and Liabilities to be subjected to any claim or encumbrance,
      except claims or encumbrances that the Seller believes, in its sole judgment,
      are necessary to continue development of the Assets and Liabilities in the
      ordinary course of business and consistent with past practice; 

     

    (b) waive
      any
      claims or rights of substantial value respecting the Assets and Liabilities,
      or
      sell, transfer, or otherwise dispose of any of the Assets and Liabilities,
      except in the ordinary course of business and consistent with past practice;
      or

     

    (c) dispose
      of any interest in any of the Assets and Liabilities, or permit any rights
      in
      any of the Assets and Liabilities to lapse into default or in non-compliance
      with all and any regulatory or governmental requirement. 

     

    4.3. Access.
      Seller
      shall provide the Purchaser with such information and access as the Purchaser
      may from time to time reasonably request regarding the Assets and
      Liabilities.

     

    ARTICLE
      5

     

    CONDITIONS
      TO THE SELLER’S OBLIGATIONS

     

    Each
      of
      the obligations of the Seller to be performed hereunder shall be subject to
      the
      satisfaction (or waiver by the Seller) at or prior to the Closing Date of each
      of the following conditions:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.1. Representations
      and Warranties; Performance.
      The
      Purchaser shall have performed and complied in all respects with the covenants
      and agreements contained in this Agreement required to be performed and complied
      with by it at or prior to the Closing Date, the representations and warranties
      of the Purchaser set forth in this Agreement shall be true and correct in all
      respects as of the date hereof and as of the Closing Date as though made at
      and
      as of the Closing Date (except as otherwise expressly contemplated by this
      Agreement), and the execution and delivery of this Agreement by the Purchaser,
      and the consummation of the transactions contemplated hereby shall have been
      duly and validly authorized by the Purchaser’s Board of Directors, and the
      Seller shall have received a certificate to that effect signed by the President
      and Chief Executive Officer of the Purchaser.

     

    5.2. Consents.
      Except
      as set forth on Schedule 5.2 attached hereto, all required approvals, consents
      and authorizations shall have been obtained.

     

    5.3. Litigation.
      No
      Litigation shall be threatened or pending against the Purchaser, the Seller
      or
      any of their assets and properties that, in the reasonable opinion of counsel
      for the Seller, could result in the restraint or prohibition of any such party,
      or the obtaining of damages or other relief from such party, in connection
      with
      this Agreement or the consummation of the transactions contemplated
      hereby.

     

    5.4. Documents
      Satisfactory in Form and Substance.
      All
      agreements, certificates, and other documents delivered by the Purchaser to
      the
      Seller hereunder shall be in form and substance satisfactory to counsel for
      the
      Seller, in the exercise of such counsel’s reasonable judgment.

     

    5.5. Appointment
      of Officers and Directors.
      The
      board of directors of the Purchaser shall have appointed (i) Samuel Asculai,
      Ph.D., Dr. Zenas B. Noon and Mr. Frode Botnevik as directors of the Purchase
      and
      (ii) Samuel Asculai, Ph.D., Mr. Chris Hovey and Mr. Brian Lukian as President
      and Chief Executive Officer, Vice President—Operations and Chief Financial
      Officer and Secretary of Purchaser, respectively. 

     

    5.6. Resignation
      of Officers and Directors.
      The
      officers and directors of the Purchaser immediately prior to the Closing shall
      have resigned as officers and directors of the Purchaser effective as of the
      Closing. 

     

    5.7. Schedule
      14-F Filing.
      Purchase shall have filed with the SEC a Form 14F-1 reflecting the applicable
      changes in the Purchaser’s board of directors as a result of the transactions
      contemplated.

     

    5.8. Due
      Diligence.
      The
      Seller shall have completed its due diligence review of the Purchaser (including
      its assets and liabilities) and shall have been satisfied with the findings
      thereof.

     

    5.9. Cancellation
      of Insider Shares.
      Joel
      Gugol and Erickson Mercado (collectively the “Purchaser Insiders”) shall have
      tendered to the Purchaser for cancellation all of the shares of Purchaser’s
      common stock held by them (except for 45,000 shares of common stock each, which
      they shall retain) and the total outstanding shares of common stock of the
      Purchaser on a fully diluted basis prior to the issuance of the Shares pursuant
      to this Agreement shall be 20,250,000.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      6


     

    CONDITIONS
      TO THE PURCHASER’S OBLIGATIONS

     

    Each
      of
      the obligations of the Purchaser to be performed hereunder shall be subject
      to
      the satisfaction (or the waiver by the Purchaser) at or prior to the Closing
      Date of each of the following conditions:

     

    6.1. Representations
      and Warranties; Performance.
      The
      Seller shall have performed and complied in all respects with the covenants
      and
      agreements contained in this Agreement required to be performed and complied
      with by them at or prior to the Closing Date, the representations and warranties
      of the Seller set forth in this Agreement shall be true and correct in all
      respects as of the date hereof and as of the Closing Date as though made at
      and
      as of the Closing Date (except as otherwise expressly contemplated by this
      Agreement), and the execution and delivery of this Agreement by the Seller
      and
      the consummation of the transactions contemplated hereby shall have been duly
      and validly authorized by the Seller’s Board of Directors, and the Purchaser
      shall have received a certificate to that effect signed by the secretary of
      the
      Seller.

     

    6.2. Consents.
      All
      required approvals, consents and authorizations shall have been
      obtained.

     

    6.3. No
      Litigation.
      No
      Litigation shall be threatened or pending against the Purchaser or the Seller
      that, in the reasonable opinion of counsel for the Purchaser, could result
      in
      the restraint or prohibition of any such party, or the obtaining of damages
      or
      other relief from such party, in connection with this Agreement or the
      consummation of the transactions contemplated hereby.

     

    6.4. Due
      Diligence.
      The
      Purchaser shall have completed its due diligence review of the Assets and
      Liabilities and shall have been satisfied with the findings
      thereof.

     

    6.5. Proof
      of Ownership of the Assets.
      The
      Seller shall have delivered to the Purchaser copies of instruments evidencing
      its ownership of the Assets. 

     

    ARTICLE
      7

     

    COVENANTS
      OF THE SELLER, THE PURCHASER FOLLOWING CLOSING

     

    7.1. Allocation
      of Purchase Price; Transfer Taxes.
      

     

    (a) Consistent
      with applicable tax rules, the Purchaser shall allocate the Purchase Price
      to
      the Assets. The Purchaser shall prepare and file, in a timely fashion, forms
      in
      a manner consistent with such allocation with the relevant tax authority. All
      tax returns and reports filed or prepared by the Purchaser and/or the Seller
      with respect to the transactions contemplated by this Agreement shall be
      consistent with the allocation made by the Purchaser under this Section 7.1(a).
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) All
      sales, transfer, and similar taxes and fees (including all recording fees,
      if
      any) incurred in connection with this Agreement and the transactions
      contemplated hereby shall be borne by the Purchaser and the Purchaser shall
      file
      all necessary documentation with respect to such taxes.

     

    7.2. Further
      Assurances.
      Subject
      to the terms and conditions of this Agreement, each party agrees to use all
      of
      its reasonable efforts to take, or cause to be taken, all actions and to do
      or
      cause to be done, all things necessary and proper or advisable to consummate
      and
      make effective the transactions contemplated by this Agreement (including the
      execution and delivery of such further instruments and documents) as the other
      party may reasonably request.

     

    7.3. Nondisclosure
      of Proprietary Data.
      The
      Parties shall hold in a fiduciary capacity for the benefit of each other all
      secret or confidential information, knowledge or data relating to each other
      or
      any of their affiliated companies, and their respective businesses, which shall
      not be or become public knowledge. Neither Party, without the prior written
      consent of the other, or as may otherwise be required by law or legal process,
      shall communicate or divulge either before or after the Closing Date any such
      information, knowledge or data to anyone other than the other Party and those
      designated by the other Party in writing, or except as required by applicable
      law.

     

    ARTICLE
      8


     

    SURVIVAL
      AND INDEMNITY

     

    8.1. Survival
      of Representations, Warranties, etc.
      Each of
      the representations, warranties, agreements, covenants and obligations herein
      is
      material and shall be deemed to have been relied upon by the other party or
      parties and shall survive for a period of twelve (12) months after the Closing
      and shall not merge in the performance of any obligation by any party hereto.
      All rights to indemnification contained in this Agreement shall survive the
      Closing indefinitely.

     

    8.2. Indemnification
      by the Seller and Purchaser.
      The
      parties shall indemnify, defend, and hold harmless each other, and the each
      others representatives, stockholders, controlling persons and affiliates, at,
      and at any time after, the Closing, from and against any and all demands, claim,
      actions, or causes of action, assessments, losses, damages (but not including
      incidental or consequential damages), liabilities, costs, and expenses,
      including reasonable fees and expenses of counsel, other expenses of
      investigation, handling, and litigation , and settlement amounts, together
      with
      interest and penalties (collectively, a “Loss”
or
      “Losses”),
      asserted against, resulting to, imposed upon, or incurred by the either party,
      directly or indirectly, by reason of, resulting from, or arising in connection
      with: (i) any breach of any representation, warranty, or agreement of either
      party contained in or made pursuant to this Agreement, including the agreements
      and other instruments contemplated hereby; (ii) any breach of any
      representation, warranty, or agreement of either party contained in or made
      pursuant to this Agreement, including the agreements and other instruments
      contemplated hereby, as if such representation or warranty were made on and
      as
      of the Closing Date; (iii) any claim by any person for brokerage or finder’s
      fees or commissions or similar payments based upon any agreement or
      understanding alleged to have been made by any such person with either party
      in
      connection this Agreement or any of the transactions contemplated hereby; and
      (iv) to the extent not covered by the foregoing, any and all demands, claims,
      actions or causes of action, assessments, losses, damages, liabilities, costs,
      and expenses, including reasonable fees and expenses of counsel, other expenses
      of investigation, handling, and litigation and settlement amounts, together
      with
      interest and penalties, incident to the foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      remedies provided in this Section 8.2 will not be exclusive of or limit any
      other remedies that may be available to the either party to this
      Agreement.

     

    ARTICLE
      9


     

    MISCELLANEOUS

     

    9.1. Entire
      Agreement.
      This
      Agreement, and the other certificates, agreements, and other instruments to
      be
      executed and delivered by the parties in connection with the transactions
      contemplated hereby, constitute the sole understanding of the parties with
      respect to the subject matter hereof and supersede all prior oral or written
      agreements with respect to the subject matter hereof.

     

    9.2. Parties
      Bound by Agreement; Successors and Assigns.
      The
      terms, conditions, and obligations of this Agreement shall inure to the benefit
      of and be binding upon the parties hereto and their respective successors and
      assigns.

     

    9.3. Amendments
      and Waivers.
      No
      modification, termination, extension, renewal or waiver of any provision of
      this
      Agreement shall be binding upon a party unless made in writing and signed by
      such party. A waiver on one occasion shall not be construed as a waiver of
      any
      right on any future occasion. No delay or omission by a party in exercising
      any
      of its rights hereunder shall operate as a waiver of such rights.

     

    9.4. Severability.
      If for
      any reason any term or provision of this Agreement is held to be invalid or
      unenforceable, all other valid terms and provisions hereof shall remain in
      full
      force and effect, and all of the terms and provisions of this Agreement shall
      be
      deemed to be severable in nature. If for any reason any term or provision
      containing a restriction set forth herein is held to cover an area or to be
      for
      a length of time which is unreasonable, or in any other way is construed to
      be
      too broad or to any extent invalid, such term or provision shall not be
      determined to be null, void and of no effect, but to the extent the same is
      or
      would be valid or enforceable under applicable law, any court of competent
      jurisdiction shall construe and interpret or reform this Agreement to provide
      for a restriction having the maximum enforceable area, time period and other
      provisions (not greater than those contained herein) as shall be valid and
      enforceable under applicable law.

     

    9.5. Attorneys’
      Fees.
      Should
      any party hereto retain counsel for the purpose of enforcing, or preventing
      the
      breach of, any provision hereof including, but not limited to, the institution
      of any action or proceeding, whether by arbitration, judicial or quasi-judicial
      action or otherwise, to enforce any provision hereof or for damages for any
      alleged breach of any provision hereof, or for a declaration of such party’s
      rights or obligations hereunder, then, whether such matter is settled by
      negotiation, or by arbitration or judicial determination, the prevailing party
      shall be entitled to be reimbursed by the losing party for all costs and
      expenses incurred thereby, including, but not limited to, reasonable attorneys’
fees for the services rendered to such prevailing party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.6. Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original and all of which shall constitute
      the
      same instrument.

     

    9.7. Headings.
      The
      headings of the sections and paragraphs of this Agreement are inserted for
      convenience only and shall not be deemed to constitute part of this Agreement
      or
      to affect the construction hereof.

     

    9.8. Notices.
      All
      notices, requests, demands, claims, and other communications which are required
      or may be given under this Agreement shall be in writing and shall be deemed
      to
      have been duly given five business days after such notice, request, demand,
      claim or other communication is sent, if sent by registered or certified mail,
      return receipt requested, postage prepaid; and, in any case, all such
      communications must be addressed to the intended recipient at the address set
      forth on the first page of this Agreement. Any party may send any notice,
      request, demand, claim, or other communication hereunder to the intended
      recipient at the address set forth above using any other means, but no such
      notice, request, demand, claim, or other communication shall be deemed to have
      been duly given unless and until it actually is received by the intended
      recipient. Any party may change the address to which notices, requests, demands,
      claims, and other communications hereunder are to be delivered by giving the
      other party notice in the manner herein set forth.

     

    9.9. Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of Nevada without giving effect to the principles of choice of law
      thereof. 

     

    9.10. Arbitration.
      Any
      dispute arising under or in connection with any matter related to this Agreement
      or any related agreement shall be resolved exclusively by arbitration in the
      City of Las Vegas, Nevada. The arbitration shall be in conformity with and
      subject to the applicable rules and procedures of the American Arbitration
      Association. All parties agree to be (1) subject to the jurisdiction and venue
      of the arbitration in the State of Nevada, (2) bound by the decision of the
      arbitrator as the final decision with respect to the dispute, and (3) subject
      to
      the jurisdiction of the Superior Court of the State of Nevada for the purpose
      of
      confirmation and enforcement of any award made by the arbitrator or for any
      actions seeking injunctive relief.

     

    9.11. References,
      etc.

     

    (a) Whenever
      reference is made in this Agreement to any Article, Section, or paragraph,
      such
      reference shall be deemed to apply to the specified Article, Section or
      paragraph of this Agreement.

     

    (b) Wherever
      reference is made in this Agreement to a Schedule, such reference shall be
      deemed to apply to the specified Schedule attached hereto, which are
      incorporated into this Agreement and form a part hereof. All terms defined
      in
      this Agreement shall have the same meaning in the Schedules attached
      hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Any
      form
      of the word “include” when used herein is not intended to be exclusive (e.g.,
“including” means “including, without limitation”).

     

    9.12. No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties hereto to express their mutual intent, and no rule of strict
      construction will be applied against any person.

     

    9.13. No
      Third Party Beneficiary Rights.
      No
      provision in this Agreement is intended or shall create any rights with respect
      to the subject matter of this Agreement in any third party.

     

    9.14. Such
      Other Acts.
      The
      parties hereto shall do all things, take such acts and execute such documents
      as
      are necessary to give effect to the intention herein contemplated.

     

    9.15. Electronic
      Means.
      Delivery
      of an executed copy of this Agreement by electronic facsimile transmission
      or
      other means of electronic communication capable of producing a printed copy
      will
      be deemed to be execution and delivery of this Agreement as of the date first
      indicated above.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
      executed on its behalf as of the date first indicated above.

     

    
      	
              SELLER

            
	 
	
              ENHANCE
                SKIN PRODUCTS INC.

            
	 	 
	
              By:

            	
              /s./
                Samuel Asculai 

            
	 	
              Name:
                Samuel Asculai, Ph.D.

            
	 	
              Title:
                President and Chief Executive Officer

            
	 	 
	
              PURCHASER

            
	 
	
              ZEEZOO
                SOFTWARE CORP.

            
	 	 
	
              By:

            	
              /s/
                Joel Gugol 

            
	 	
              Name:
                Joel M. Gugol

            
	 	
              Title:
                President and Chief Executive
                Officer